June 13, 1997
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxx Xx, Xxxxxxxxxx 00000
Re: MARKETING SERVICES AGREEMENT
Dear Xxxxx:
This letter confirms and sets out our agreement with you to
provide Gulfstream with certain marketing and sales services.
1. During the period that this agreement is in effect you shall
represent Gulfstream Aerospace Corporation and its
affiliated and associated companies ("Gulfstream") exclusive
of any other aircraft manufacturer, and shall, in
consultation with me or my designee, promote without
reservation Gulfstream's interest in selling Gulfstream V
Aircraft to potential customers.
Specifically, you will assist Gulfstream and its employees
in establishing and maintaining favorable relationships and
channels of communication with potential customers that you
identify or have a close relationship with and perform such
other liaison services that Gulfstream may request you to
perform in connection with selling Gulfstream Aircraft.
You will also provide product development services as
specified in Exhibit 1 to this Agreement.
2. You shall earn success fees as specified in Exhibit 1 for
sales of Gulfstream V Aircraft in which you are actively and
materially involved and for certain product development
activities that result in a commercially viable product to
which Gulfstream obtains exclusive marketing and service and
support rights as described in Exhibit 1 to this Agreement.
3. This agreement shall be effective from the date hereof until
the earlier of four years or such time that Gulfstream has
received from you (whether by payment, offset of success
fees or other offsets) the final payment due under the
Outfitted Gulfstream V Sales Agreement dated June 13, 1997,
and no outstanding balance remains. Upon termination
neither party shall have any further obligations or duties
to the other under this agreement.
4. It is understood and agreed that no part of the success fee
paid to you will be paid directly or indirectly to a
government official or employee or any official or employee
of any customer, potential customer or Gulfstream.
5. It is understood that this agreement is personal in
character and cannot be assigned.
6. Given the unique relationship and trust Gulfstream enjoys
with all of its customers, we reserve the right to disclose
to any customer you become involved with that we have an
agreement with you to pay a success fee upon the successful
sale of a Gulfstream Aircraft to them after consultation
with you. Other than this disclosure, and other than
disclosure pursuant to U.S. federal securities laws and
regulations, both parties agree to make every reasonable
effort to avoid any publicity relative to this agreement and
agree not to divulge or disclose to persons outside this
relationship the details of this agreement, provided,
however, that in the event publicity does occur, or unless
either party is lawfully required to disclose the payment of
a success fee or the details of this agreement to any
regulatory agency or governmental authority of any
government entitled to such information, both parties hereby
consent to such disclosure and acknowledge that no claim or
action by either party against the other party or its
representatives shall arise.
7. We have asked you to execute the attached FINDER FCPA
CERTIFICATION, and have thoroughly briefed you on our high
ethical standards in commercial and governmental
transactions. We know you share these values and hereby
commit to each other to uphold them during the term of this
agreement.
8. It is understood and agreed that you will keep confidential,
without limits to time, all matters related to this
agreement, as well as any and all of Gulfstream's documents,
data, or information that may come into your possession
during our association.
9. It is further understood and agreed that for the purpose of
this agreement you are an independent contractor, and that
Gulfstream shall have no liability for any suits or claims
brought against you by virtue of the association
contemplated herein.
10. Finally, it is understood and agreed that in the absence of
an express written corporate authorization you may not bind
or commit Gulfstream in any manner whatsoever, and in
particular, without limitation, you shall not engage or
retain any third-parties as sub-agents or in any other
capacity in any manner to bind or commit Gulfstream.
11. The construction of this agreement and its performance shall
be in accordance with the laws of the State of Georgia. Any
dispute between us will be resolved pursuant to the
Commercial Rules of Arbitration of the American Arbitration
Association in Savannah, Georgia.
If the foregoing accurately reflects our agreement, would
you please so indicate by signing and returning the enclosed
duplicate original of this letter. I look forward to working
with you and will be your principal contact during the course of
this agreement.
Very truly yours,
/s/ X. X. Xxxxxxxx, Xx.
-----------------------
X. X. Xxxxxxxx, Xx.
Agreed and accepted:
/s/ Xxxxx X. Xxxxxxx
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Date: ---------------------
